EX-10.5 Little Maestros Agreement






Exhibit 10.5




AGREEMENT




     This Agreement (“Agreement”) is made and entered into as of 10th day of August,
2006, by and between Kidville, NY, LLC, a limited liability company organized under the laws of the
State of New York, with its principal place of business at 163 East 84th Street, New York, New York
10028 (hereinafter “Kidville”) and Little Maestros, LLC, a limited liability company organized
under the laws of the State of New York, with its principal place of business at 169 East 69th
Street, New York, New York 10021 (hereinafter, “LM”).



R E C I T A L S




     WHEREAS, Kidville is engaged in the establishment of integrated venues featuring developmental
classes, creative activities and services, retail and food, for young children ages new born to
five years, as well as for their parents and caregivers; and



     WHEREAS, LM is engaged in providing music and related classes for infants and young children
(each, an “LM Class”, together, the “LM Classes”) in the New York City metropolitan area; and,



     WHEREAS, LM desires to enter into an agreement whereby LM will (i) engage Kidville to perform
certain administrative services with respect to the LM Classes; (ii) provide certain consulting
services to Kidville with respect to its music programs generally; and (iii) license to Kidville
all the LM Assets (as hereinafter defined) utilized by LM in connection with the LM Classes on the
terms and conditions provided for herein.



     NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements hereinafter
set forth, the parties hereto agree as follows:



     1. Administrative Services; Power of Attorney. LM hereby irrevocably appoints
Kidville, for the Term (as defined herein), as its sole and exclusive administrator and manager to
provide all of the administrative, management and support services and supplies necessary to
efficiently and effectively operate the LM Classes, and Kidville accepts such appointment. In
connection with the foregoing appointment, LM shall and does for the Term hereof hereby grant to
Kidville an exclusive special power of attorney and shall and does for the Term hereof hereby
appoint Kidville as LM’s exclusive true and lawful agent and attorney-in-fact, and Kidville hereby
accepts such special power of attorney and appointment, solely for the following purposes: (i) to
bill students in the LM Classes, in the name and on behalf of LM, for goods and services rendered
by LM; (ii) to administer LM’s accounts receivable with respect to the LM Classes; (iii) to
collect, receive, take possession of, endorse in the name of LM, and deposit or transfer into an
operating account in the name of Kidville, any notes, checks, money orders, payments and any other
instruments received or sums collected in payment for goods and services provided with respect to
the LM Classes; and (iv) to direct any and all third party payors to deposit into the operating
account by electronic funds transfers all payments due as reimbursement for goods and services
provided with respect to the LM Classes. Kidville shall provide to LM, electronically (or as



 









 







otherwise agreed) within 15 days of the end of each month during the Term, a detailed report
setting forth the number, type and location of LM Classes conducted by Kidville during the
preceding month.



               (a) Consideration. For its services under this Section 1, Kidville shall receive all
of the tuition paid by the students of the LM Classes with respect thereto. Kidville shall be
responsible for paying all expenses relative to the operation of the LM Classes accruing after
January 1, 2007, including, without limitation, (i) the LM Consulting and License Fee as provided
in Section 2 below, (ii) LM Teacher salaries and benefits as provided in Section 1(b) below, (iii)
all supplies and support services, liability, workers compensation and all other insurance relating
to Kidville’s operation of the LM Classes, (iv) transportation of LM Teachers to locations outside
of New York City solely for LM Classes, (v) replacement of mats at 69th Street, and (vi)
purchase of head sets, props, puppets (currently $400 to $1,800 each), books, instruments and other
items required for classes, all of which shall remain the property of LM upon termination or
expiration of this Agreement. Notwithstanding the foregoing, LM shall be entitled to the revenues
from all LM Classes occurring prior to January 1, 2007 at locations other than 344 East
69th Street, New York, New York received at any time after January 1, 2007.



               (b) LM Teachers. All teachers of LM Classes in the New York City metropolitan classes
shall be the employees of LM (“LM Teachers”), who shall hire, engage, terminate or otherwise retain
such LM Teachers consistent with prior hiring practices. Kidville shall be responsible for the day
to day supervision of all teachers. The salaries, wages, fees and benefits (if any) of the LM
Teachers relative to the LM Classes in the New York City metropolitan area (the “LM Teacher
Payroll”) shall be paid or provided to such LM Teachers directly by Kidville through a third party
payroll support provider. The LM Teacher Payroll chart attached hereto as Annex A (the “LM Teacher
Payroll Chart”) sets forth wages for LM Teachers based on job description and tenure. Absent the
prior written agreement of Kidville, wages for LM Teachers hired after the date hereof will be in
accordance with the LM Teacher Payroll Chart and current LM Teachers will be paid whatever wages
they made, on average, per class for the Fall 2006 semester. The LM Teacher Payroll Chart may be
amended from time-to-time by the mutual consent of the parties. Kidville covenants and agrees that
it shall provide all payroll reports respecting LM Teachers to LM promptly (and in any event within
two (2) business days) following receipt. The teachers of LM Classes conducted by Kidville outside
the New York City metropolitan area shall be the employees of Kidville for all purposes.



               (c) LM covenants and agrees that it shall immediately, and for the term hereof, discontinue
offering LM Classes other than those managed and operated by Kidville hereunder. Notwithstanding
anything in this Section 1 to the contrary, LM shall be permitted to run all LM birthday parties,
special events (i.e., Halloween Parties) and concerts and Kidville shall not perform any services
or receive compensation with respect thereto. If by September 30, 2011 this Agreement has not been
extended beyond the Term, LM shall have the right to mail registration forms for Winter 2012
classes to all existing and



 









 







potential customers of LM Classes and retain all fees collected in connection therewith.



     2. Consulting Agreement. (a) Kidville, for the Term hereof, hereby retains LM, and
LM accepts and agrees, to serve as an independent general advisor and consultant to Kidville on all
matters relating to the LM Classes, and shall, at the request of Kidville, provide the services of
Marni Konner (“Konner”) to write lesson plans and develop classes commensurate in style, quality
and standards as current classes and lesson plans, and shall be responsible for quality control of
LM Classes in the New York City metropolitan area only (collectively the “Services”), subject to
the terms and conditions of this Agreement (the “Consulting Agreement”).



               (b) LM agrees to utilize its best commercial efforts in the provision of the Services
described herein; that it shall provide such Services to Kidville on an exclusive basis; and agrees
that it will devote such time during the term hereof as is reasonably necessary to provide the
Services.



               (c) In full consideration of the Services to be performed under this Section 2 by LM and on
account of the license to use the Licensed Rights (as described in Section 3 below), Kidville shall
pay to LM, and LM shall accept, an annual fee (the “Consulting and License Fee”) in such amount and
allocated as set forth on Annex B.



               (d) In addition to any fees that may be payable by Kidville to LM hereunder and payment or
reimbursement of LM Teacher Payroll and any other reimbursements provided for herein, Kidville
shall reimburse LM promptly upon request from time-to-time for (i) out-of-pocket expenses
reasonably and actually incurred in connection with LM’s performance hereunder, including
entertainment expenses not to exceed $25,000 per year, (ii) the actual cost for LM to maintain the
health insurance plan currently in place and covering those employees of LM currently so covered,
including any premium increases thereto; (iii) an assistant to Konner, currently employed at $800
per week; (iv) salary of a supervisor of teacher training (currently billed at $30 per hour) plus
trainee time (currently billed at $25 per hour).



               (e) LM covenants and agrees that it shall devote one hundred percent (100%) of Konner’s
working time to the performance of LM’s Services hereunder as well as to development, use and
exploitation of the Licensed Rights (as hereinafter defined) and other proprietary intellectual
property, including, without limitation, the operation of LM birthday parties, special events
(i.e., Halloween Parties), concerts as described herein, and the development of television
properties, DVDs, all other media, books, clothing, toys and any other matter, and LM shall not
permit or otherwise suffer Konner providing consulting services, advise or intellectual property
(whether or not same involves or otherwise encompasses the Licensed Rights) to any person or entity
other than Kidville. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit
Konner from engaging or being engaged in other business ventures provided, that (A) such
activities do not interfere with the performance of Services by LM hereunder; (B) Konner does not
spend



 









 







greater than four (4) hours in any week, in the aggregate, on such pursuits; and (C) such
activities do not otherwise violate any of the terms and conditions of this Agreement.



     3. License. (a) Subject to LM’s right to operate LM birthday parties, special events
(i.e., Halloween Parties), concerts as described herein, television, DVD, all other media, books,
clothing, toys and any other matter (as to which all revenue therefore shall belong to LM) except
the LM Classes, LM grants to Kidville, for the Term hereof, a personal, exclusive, worldwide,
fully-paid up license to use all proprietary and other property rights and interests owned by LM
with respect to the advertising, marketing, promotion and operation of the LM Classes, including,
the LM’s rights in and to the “LITTLE MAESTROS” and “MAESTROVILLE” trademarks and service marks,
and such other related trademarks, service marks, logo types, insignias, trade dress designs and
commercial symbols now existing and hereafter created or exploited by LM (the “LM Marks”) and LM’s
distinctive plan for the operation of the LM Classes and related products and services, which plan
includes but is not limited to the exploitation of the LM Marks, as well as policies, standards,
procedures, customer records, mailing lists, class itineraries, lesson plans, copyrighted
materials, signs and related items as existing on the date hereof and as further developed and
supplemented during the term hereof, and the reputation and goodwill of LM and the LM Marks
(together, the “Licensed Rights”). It is specifically understood and agreed that Kidville may not
change or modify the Licensed Rights including the nature and scope of the programs offered in LM
Classes or any of the materials used in the LM Classes without LM’s approval which shall not be
unreasonably withheld delayed or conditioned. Such approval shall be deemed to have been given if
LM does not disapprove in writing within ten (10) business days of receiving a written request
therefor. For purposes of this Section 3(a) a request by Kidville for approval from LM shall be
effective as of the date same is sent by either facsimile or e-mail, or received by LM via hand
delivery or any nationally recognized overnight carrier. In furtherance of the foregoing, it is
further acknowledged and agreed that LM has built significant goodwill in the Licensed Rights and
that complete ownership, dominion and control over the same shall rest entirely with LM.



               (b) Kidville admits the validity of, and agrees not to challenge LM’s rights in and to the
Licensed Rights. Kidville also agrees that any and all rights that may be acquired by the use of
the Licensed Rights by Kidville shall inure to the sole benefit of LM. In this regard, Kidville,
when exploiting the Licensed Rights hereunder shall notify, to the extent reasonably practical
under the circumstances, the public of LM’s ownership of such Licensed Rights. Kidville shall not
use the Licensed Rights except as contemplated by this Agreement and in connection with its
performance hereunder. Kidville shall, at LM’s expense, execute any document reasonably requested
by LM from time to time to protect any such right in LM.



               (c) Kidville covenants and agrees that it shall not at any time following this Agreement, use
or seek to register “LITTLE MAESTROS” standing alone or any “LITTLE MAESTROS” compound trademark,
or to register in any country any name or



 









 







mark resembling or confusingly similar to the LT Marks. If any application for registration
is, or has been filed in any country by Kidville which relates to any name or mark which is
confusingly similar, deceptive or misleading with respect to the LM Marks, Kidville shall
immediately abandon any such application or registration or, at LM’s request, assign it to LM.



               (d) Kidville shall provide LM with an updated mailing list concerning the LM Classes within 10
days after following the end of each monthly period during the Term hereof. Notwithstanding
anything herein to the contrary, both Kidville and LM shall be permitted to use the customer
information and mailing list included in the Licensed Rights in perpetuity.



               (e) LM covenants and agrees to timely seek to effect registration, further registration of,
maintenance and renewal of the LM Marks created or otherwise developed following the date hereof.



               (f) Kidville shall be entitled, without notice, to sublicense any of its rights hereunder to
its subsidiaries and affiliated entities without the prior written consent of Licensor. In no event
shall any such sublicense agreement include the right to grant any further sublicenses. Any such
sublicense shall terminate upon the termination of the license granted Kidville hereunder, subject
to Section 5 below.



     4. LM Classes. LM shall, jointly with Kidville, send a notice to the family of each
student currently in an LM Class (the “LM Students”) advising of the management and operation of
the LM Classes by Kidville which notice shall be satisfactory to LM in its reasonable discretion.



     5. Term and Termination.



               (a) Term. The term of this Agreement shall commence on the date hereof and shall continue,
unless sooner terminated as provided herein, up to and including the December 31, 2011 (the
“Term”).



               (b) Termination. Subject to the continuing obligations arising from a breach hereof and those
terms and obligations that survive cessation of this Agreement by the clear import of their
language, this Agreement and all rights relevant thereto shall cease upon the earlier of
termination, for whatever reason, or expiration, except that the exercise of any right of
termination under this Section 5(b) shall not affect any rights which have accrued prior to
termination and shall be without prejudice to any other legal or equitable remedies to which either
party may be entitled by reason of such rights.



                    (i) By Kidville.



                         (X) Without Cure. Kidville may terminate this Agreement effective immediately (without
right to cure by LM) at any time following the time that (i) it



 









 







becomes aware that, following the date of this Agreement, LM and/or Konner has committed any
act or become involved in any situation or occurrence which Kidville, acting reasonably, beleives
brings LM, Konner, the LM Marks, Licensed Rights, LM Classes and/or Kidville into public disrepute,
scandal or ridicule, or shocks or offends the community, or derogates from the public image of any
of the foregoing, or (ii) it is enjoined from using all or any portion of the Licensed Rights and
same has resulted or is reasonably likely to result in a material diminution of the value to be
derived by Kidville hereunder, in either instance by giving written notice to LM of such
termination.



                         (Y) With Cure. Kidville shall have the right to terminate this Agreement, after
notice to LM and expiration of a thirty (30) day cure period for all material defaults (excluding
those set forth in Section 5(b)(i)(X)) if said defaults are capable of being cured upon the breach
of any of the terms or conditions of this Agreement by LM.



     Upon any termination by Kidville, LM shall promptly thereafter receive all accrued Consulting
and License Fees.



                    (ii) By LM.



                         (X) Without Cure. LM shall have the right to terminate this Agreement effective
immediately (without right to cure by Kidville) (1) upon the appointment of any receiver or trustee
to take possession of the properties of Kidville or of the commencement of any voluntary or
involuntary bankruptcy or similar proceeding, or any assignment for the benefit of its creditors;
or (2) upon the decision of a court of first impression having competent jurisdiction to enjoin
Kidville’s use of the Licensed Rights.



                         (Y) With Cure. LM shall have the right to terminate this Agreement, after notice to
Kidville and expiration of a thirty (30) day cure period for all material defaults if said defaults
(excluding those set forth in Section 5(b)(ii)(X)) are capable of being cured, other than the
default in any payment or reimbursement obligation of Kidville hereunder, which must be cured
within two (2) business days notice thereof; provided, however, that this Agreement may be
terminated immediately in the event of three (3) or more payment or reimbursement defaults in any
continuous six (6) month period.



                    (iii) If this Agreement is terminated by LM, Kidville and its permitted sublicensees shall
have the right to complete the semester for all LM Classes and thereafter shall promptly return to
LM inventory which is on hand at the time of termination.



     6. Representations and Warranties of LM. LM represents and warrants to Kidville as
follows:



          (a) LM is a limited liability company duly organized and validly existing under the laws of
New York. LM has full limited liability company power and authority to



 









 







conduct its business as now carried on, and to carry out and perform its undertakings and
obligations as provided herein.



          (b) The execution and delivery of this Agreement and the consummation by LM of the
transactions contemplated hereby have been duly authorized by all necessary actions on the part of
LM.



          (c) This Agreement constitutes valid and binding obligations of LM, enforceable in accordance
with their respective terms subject to applicable bankruptcy and other laws affecting the rights of
creditors generally.



          (d) Neither the execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby will (i) result in the creation or imposition of any security
interest, lien, charge or other encumbrance (a “Lien”) upon the LM Assets under any agreement or
commitment to which the LM is a party or by which LM is bound, or to which the LM Assets are
subject, or (ii) violate any statute or law or any judgment, decree, order, regulation or rule of
any of any court or governmental authority.



          (e) LM is the owner of and has good title to the Licensed Rights, free of all liens, claims,
encumbrances and rights of third parties, except as may be set forth herein and has a valid and
subsisting common law right to use the Licensed Rights as currently used in the conduct of the LM
Classes and to grant the license to Kidville hereunder; other than the license granted herein,
there are no license obligations of LM concerning or otherwise affecting the Licensed Rights; to
LM’s knowledge, no person is infringing, violating or misappropriating any of the Licensed Rights
in the New York City metropolitan area; and there is no pending or, to LM’s knowledge, threatened
claim by or against LM with respect to any of the Licensed Rights or the use thereof and no valid
basis exists for any such claim.



          (f) LM is not involved in any actions, proceedings, or investigations, which might materially
or adversely affect the LM Marks or Licensed Rights or which would prevent of hamper the
transactions contemplated by this Agreement.



          (g) No consent of any person is necessary to the consummation of the transactions by LM
contemplated hereby.



          (h) The financial data and information heretofore provided by LM to Kidville concerning LM and
the LM Classes present fairly the financial condition and operating results of LM as of the dates
and during the periods indicated therein; provided, however, LM does not represent the accuracy of
the handwritten spreadsheet with estimated LM Classes delivered to Kidville, but instead represents
that same was prepared in good faith.



     7. Representations and Warranties of Kidville. Kidville represents and warrants to LM
as follows:



 









 





          (a) Kidville is a limited liability company duly organized and validly existing under the laws
of New York, and is duly qualified to do business in New York. Kidville has full limited liability
company power and authority to conduct its business as now carried on, and to carry out and perform
its undertakings and obligations as provided herein.



          (b) The execution and delivery of this Agreement and the consummation by Kidville of the
transactions contemplated hereby have been duly authorized by all necessary actions on the part of
the Kidville.



          (c) This Agreement constitutes valid and binding obligations of Kidville, enforceable in
accordance with their respective terms, subject to applicable bankruptcy and other laws affecting
the rights of creditors generally.



          (d) Neither the execution nor delivery of this Agreement, nor the consummation of the
transactions contemplated hereby will violate any statute or law or any judgment, decree, order,
regulation or rule of any of any court or governmental authority.



          (e) Kidville is not involved in any actions, proceedings, or investigations, which would
prevent of hamper the transactions contemplated by this Agreement.



          (f) No consent of any person is necessary to the consummation of the transactions by Kidville
contemplated hereby.



          (g) The financial data and information heretofore provided by Kidville to LM concerning
Kidville present fairly the financial condition and operating results of LM as of the dates and
during the periods indicated therein.



     8. Covenants; Acknowledgements.



          (a) Kidville covenants that unless and until agreed to the contrary by LM, Kidville shall
maintain two (2) classes at the Scholastic Store in SOHO.



          (b) Kidville acknowledges and agrees that LM has no right to sublet the premises at 344 East
69th Street, New York, New York (the “Church Lease”) and commencing April 1, 2007 the
rent charged at such Church location is $1,600 weekly for the remainder of the Term. The Church
Lease shall remain in the name of LM. LM covenants that it shall maintain the Church Lease for the
Term of this Agreement.



          (c) Kidville covenants and agrees that it shall not hang banners promoting Kidville at the
locations of LM Classes not operated by Kidville.



          (d) Kidville acknowledges that LM has prior commitments to Kindermusik and agrees that,
notwithstanding anything in this Agreement to the contrary, LM shall be permitted to perform its
obligations and commitments to Kindermusik prior to



 









 







January 2007, if any, not involving the use and/or exploitation of the LM Marks.



          (e) Kidville covenants and agrees that it shall not have more than 23 students in any LM
Class.



          (f) Each of Kidville and LM shall not commit any act which brings the other into public
disrepute, scandal or ridicule.



     9. Indemnification.



          (a) LM agrees to indemnify, defend and hold harmless Kidville, its successors and assigns, and
any entity owning or controlling Kidville and its officers, directors, employees, agents and
representatives (hereinafter individually or collectively referred to as “Kidville Corporate”),
from all demands, claims, actions, or causes of action, assessments, losses, damages, liabilities,
costs and expenses, including, without limitation, interest, penalties and court costs (including
reasonable attorneys’ fees and expenses), asserted against, resulting to or incurred, directly or
indirectly, with respect to (i) any failure by LM to perform any of its obligations under this
Agreement and (ii) any violation, infringement or misappropriation (or alleged violation,
infringement or misappropriation) of any third party’s copyright, trademark, trade name, license or
other similar intangible property rights resulting from Kidville’s use of the Licensed Rights in
compliance with all the terms and conditions of this Agreement.



          (b) Kidville agrees to indemnify, defend and hold harmless LM, its successors and assigns, and
any entity owning or controlling LM and its owners, officers, directors, employees, agents and
representatives (hereinafter individually or collectively referred to as “LM Corporate”) from all
demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and
expenses, including without limitation, interest, penalties and court costs (including reasonable
attorneys’ fees and expenses), asserted against, resulting to or incurred by LM and/or LM
Corporate, directly or indirectly, with respect to any failure by Kidville to perform any of its
obligations under this Agreement.



          (c) A party seeking indemnification (an “Indemnified Party”) shall give prompt written notice
to the party from whom indemnification is sought (an “Indemnifying Party”) of any claim, suit or
action to which said indemnification may relate. The Indemnifying Party may not settle, or appeal,
any claim, suit or action or otherwise compromise such claim, suit or action without the
Indemnified Party’s prior written approval, which shall not be unreasonably withheld. The
Indemnified Party, at its own expense, shall have the right to participate in the defense of any
claims, suits, or actions. The above indemnities are and will be deemed and construed to be
continuing indemnities and will survive for a period of one (1) year following the termination or
expiration of this Agreement.



     10. Binding Effect; Non-Assignability. This Agreement is binding on the parties



 









 







and their respective executors, administrators, legal representatives and successors. This
Agreement and the rights, duties and responsibilities of LM hereunder are not assignable, in whole
or in part. Kidville shall have the right to assign this Agreement to any third-party acquiring all
or a significant portion of the assets of Kidville in an arms-length transaction, or to a
subsidiary or affiliated company in which Kidville shall have a controlling interest, provided that
notice of such assignment is given to LM. In the event of the assignment of this Agreement by
Kidville to a subsidiary or affiliated company, Kidville shall remain primarily obligated under all
of the provisions of this Agreement.



     11. Notices. All notices, demands and other communications required or permitted to
be given hereunder shall be in writing and shall be deemed to have been properly given if delivered
by hand or by Federal Express courier or by registered or certified mail, return receipt requested,
with postage prepaid, to the respective parties at the addresses above. Copies of any notice given
hereunder shall also be simultaneously given to:


Dennis Konner, Esq. and

Leslie J. Levinson, Esq.

Brown Raysman Millstein Felder & Steiner LLP

900 Third Avenue

New York, New York 10022

Fax. No. 212-895-2900

E-Mail: Dkonner@brownraysman.com

E-Mail: Llevinson@brownraysman.com



and



Seth P. Markowitz, Esq.

Markowitz & Roshco, LLP

530 Fifth Avenue – 23rd Floor

New York, New York 10036

Fax No. 212-944-7630

E-Mail: Smarkowitz@markowitzroshco.com




     12. Entire Agreement. This Agreement (including any schedules and exhibits delivered
hereunder) constitutes the entire agreement between the parties on the subject matter hereof,
superseding all prior agreements and understandings, oral and written, and may not be amended
except by a written instrument signed by all parties hereto.



     13. Governing Law. This agreement shall be governed by and construed in accordance
with the laws of the State of New York.



     14. Headings. The paragraph and other headings contained in this Agreement are for
reference only and shall not be deemed to be a part of this Agreement or to affect the



 









 







meaning or interpretation of any of its provisions.



     15. Arbitration. Any controversy, dispute or claim arising out of or relating to this
Agreement, or breach thereof, including, without limitation, any claim that this Agreement, or any
part hereof, is invalid, illegal or otherwise voidable or void, shall be finally settled by binding
arbitration by open arbitrator in accordance with the American Arbitration Association rules of
commercial arbitration then prevailing. Any such arbitration shall be held in New York, New York.
The parties hereto shall use their best efforts and shall request that any such arbitration be
completed within six (6) months from the date a request for such arbitration is made. The costs of
such arbitration shall be allocated among the parties as directed by the arbitrator. Both parties
hereby consent to the jurisdiction of the Federal and State Courts of New York, New York for the
entry of any order, award, judgment, decree or other remedy resulting from such arbitration, and
any of such may be entered by any court of competent jurisdiction.



     16. Relationship Between the Parties. The relationship between the parties hereto is
that of independent contractors, and this Agreement is not to be construed as creating a
partnership, joint venture, master-servant, principal-agent, or other relationship for any purpose
whatsoever.



     17. Severability. If any provision of this Agreement is held to be invalid or
unenforceable, the remaining provisions shall be given full force and effect.



     18. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original and all of which shall constitute one and the same instrument. A facsimile or
copy of this agreement shall be considered an original, legal and binding document. Facsimile
signatures shall be considered original, legal and binding signatures.



     19. Other Activities



          (a) It is specifically understood and agreed that; provided the terms and conditions of this
Agreement are not otherwise violated, each of LM and Kidville shall be free to pursue any other
business or opportunity unrelated to the LM Classes on whatever terms and conditions they determine
and neither party shall have any interest therein, except as otherwise specifically provided
herein.



          (b) Upon the expiration or termination of this Agreement for any reason whatsoever, except to
the extent otherwise expressly provided for herein, Kidville shall immediately cease use of any of
the Licensed Rights, shall return the same to LM, shall account for all amounts due to LM, and
shall take all actions as shall be reasonably requested by LM from time to time, with any
out-of-pocket costs and expenses to be incurred by Kidville in connection therewith to be at LM’s
expense, to more fully return and restore all of the Licensed Rights to LM.



 









 





     IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the day and year first
set forth above.



	 	 	 	 	 
	 	LITTLE MAESTROS, LLC

 	 
	 	By:  	/s/ Marni Konner
 	 
	 	 	Name:  	Marni Konner 	 
	 	 	 	 
	 
	 	KIDVILLE, NY LLC

 	 
	 	By:  	/s/ Andy Stenzler
 	 
	 	 	Name:  	Andy Stenzler 	 
	 	 	 	 
	 



UNDERTAKING BY MARNI KONNER:





     To induce KIDVILLE, NY, LLC to enter into the foregoing Agreement with LITTLE MAESTROS, LLC, I
acknowledge that I have read the foregoing Agreement and I hereby approve its terms. Further, upon
the terms and conditions set forth in the Agreement, to devote one hundred percent (100%) of my
working time to the performance of LITTLE MAESTROS, LLC’s services thereunder as well as to
development of the LITTLE MAESTROS, LLC proprietary media business, and that I will not provide
consulting services, advise or intellectual property (whether or not same involves or otherwise
encompasses the assets of LITTLE MEASTROS, LLC) to any person or entity other than KIDVILLE, NY,
LLC. I further agree to perform the obligations and abide by the restrictions contained in the
foregoing Agreement which are applicable to me. I confirm that LITTLE MAESTROS, LLC is authorized
and empowered to act on my behalf in connection with the foregoing Agreement and provide my
services thereunder and that any compensation due me for my services to be performed thereunder is
solely the responsibility of LITTLE MAESTROS, LLC and not of KIDVILLE, NY, LLC. Notwithstanding the
foregoing, nothing herein shall be deemed to prohibit me from engaging or being engaged in other
business ventures provided, that (A) such activities do not interfere with my performance
hereunder and that of LM under the Agreement; (B) I do not spend greater than four (4) hours in any
week, in the aggregate, on such pursuits; and (C) such activities do not otherwise violate any of
the terms and conditions of the Agreement.



	 	 	 	 	 
	 	 	 
	/s/ Marni Konner
 	 	 
	MARNI KONNER, Individually